ATLANTA (Reuters) - A woman credited with convincing a gunman holed up in an Atlanta-area school to put down his assault rifle and surrender to police says the man was suicidal and preparing to die in a bloodbath before she talked him out of it.

"He had a look on him that he was willing to kill, matter of fact he said it," said Antoinette Tuff, a clerk at the elementary school in the Atlanta suburbs where Tuesday's incident ended with no injuries after a tense standoff.

"He was going to end his life and take all the cops and everybody with him," Tuff told Atlanta's WSB-TV news.

Tuff was sitting in the front office of the Ronald E. McNair Discovery Learning Academy when Michael Brandon Hill, 20, walked in brandishing his AK-47 rifle.

"He said he didn't have any reason to live and he knew he was going to die today," Tuff said.

Tuff's account was borne out by the 911 recording of the call she made from the school during the incident that was released by police on Wednesday. Tuff can clearly be heard calmly talking Hill out of causing harm and reassuring him that giving up was the right thing to do.

"It's going to be alright sweetheart," she told him as he discarded his weapon, emptied his pockets and waited for police to enter the school. "I just want you to know that I love you though, and I'm proud of you," she added before police entered the building and arrested him without a struggle.

Hill had already shot at police outside the school, and fired off one round inside the office, before she talked him into surrendering.

The 20-year-old, apparently suffering from a mental disorder, told Tuff he "felt hopeless" and said he had not taken his medication, she said.

Apart from trying to bond with Hill, she said her priority was to ensure that he stayed inside the office with her, so no harm would come to others including the school's 800 students.

"He actually tried to go out the door where the kids were and I called him back and kept talking to him to keep him calm, to stay inside with me ... Because I knew that if he got outside he was going to start shooting kids," she said.

"If he got outside, he was unstable enough to start shooting at everybody," she added.

"It was scary because I knew that at that moment he was ready to take my life along with his, and if I didn't say the right thing, we would all be dead," Tuff said.

At one point, the recently divorced mother of two said Hill, sitting directly across from her in the office, began methodically loading AK-47 magazines that he pulled out of a book bag he was carrying along with spare ammunition.

Police said on Wednesday that Hill was carrying 500 rounds.

"He just kept re-loading the gun and all the chambers and all the magazines that he had," she said.

In the 911-tape Tuff, who was relaying messages from Hill to police, told the dispatcher that Hill wanted to give up peacefully and be taken to a hospital. She commiserated with him and told him "we all go through something in life," explaining how she tried to commit suicide after her husband of 33 years left her last year.

At the end, after telling him that life was worth living, Tuff said she persuaded Hill to put down his gun and all the ammunition he was carrying. He then lay face down on the floor so police could come in and arrest him, she said.

"He had me actually get on the intercom and tell everybody that he was sorry too," she said.

Then Tuff can be heard on the 911 call telling the police dispatcher, "I'll buzz them in. Tell them not to come in shooting."

After the police entered, Tuff broke down on the phone saying, "Oh Jesus!" The police dispatcher told her "You did great."

The incident at the Georgia elementary school came less than a year after a heavily armed gunman opened fire at Sandy Hook Elementary School in Newtown, Connecticut, killing 20 children and six adults.

The Connecticut rampage re-ignited debate over gun control in America.

Hill faces numerous charges including aggravated assault on a police officer and making terroristic threats.

(This story is corrected with reference to Hill in 5th paragraph from end, and attribution of quote in next paragraph, changes Hill to Tuff)

(Writing by Tom Brown; Additional reporting by David Beasley and David Adams; Editing by Cynthia Osterman, Ken Wills)

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